Bell announces merger with American Recreation
Summary: Bell's press release announcing their 1995 merger with American Recreation.
News Release from Bell Sports
Release Date: June 27, 1995 - Contact information below.
Bell Sports Corp and
American Recreation Company Holdings, Inc.
Announce Shareholder Approval of Merger
Scottsdale, AZ - Bell Sports Corp. (Nasdaq: BSPT and BSPTG) and
Commack, NY - American Recreation Holdings, Inc (Nasdaq: AMRE)
announced that shareholders of both companies have approved the merger of the two companies at special meetings held
earlier today. Closing of the merger is expected to occur on July 3, 1995. Bell shareholders also approved amendments to
increase the size of the Board of Directors and a stock incentive plan, as well as limiting the number of options which
may be granted to an employee during a fiscal year.
By virtue of the Agreement and Plan of Merger, each outstanding share of American Recreation Company Holdings, Inc. (ARC)
will be converted into .6890 shares of Common Stock of Bell Sports Corp. This will result in the issuance of
approximately 6.0 million shares of Bell Common Stock to ARC shareholders. Instructions regarding the exchange will be
promptly mailed to each holder. In addition, Harry H. Manko, Stephen A. Silverstein, Arnold L. Chavkin and Michael R.
Hannon each of whom is currently a director of American Recreation Company Holdings, Inc. will become directors of Bell,
effective upon the closing of the merger.
Bell Sports Corp. expects to account for the transaction as a "purchase" as such term is used under generally accepted
accounting principles. In connection with the transaction, Bell expects to record in the fourth quarter of its fiscal
year ended July 1, 1995, certain one-time charges relating to the transaction and consolidation and integration of Bell
and ARC operations. In addition, ARC expects to expense certain transaction costs related to the merger in its quarter
ended June 30, 1995.
Terry G. Lee, Chairman and Chief Executive Officer of the combined company commented, "The merger is expected to create a
more diversified company, provide significant geographic synergies, increase our helmet market share and supply numerous
cost savings opportunities. We will consolidate manufacturing and sales/marketing facilities as well as the finance and
public company activities."
Bell also announced that it is launching the most extensive marketing and advertising program in its 41 year history by
positioning the Bell helmet brand in all trade channels at higher price points than the BSI and Cycle Products' helmets.
"We have the most recognized brand name in helmets and have created a campaign, complete with television advertising,
which will allow us to capitalize on the Bell name with mass merchant consumers. Previously, the Bell brand was sold only
in the specialty bike dealer trade channel. Based upon our market research, we believe many consumers will be willing to
pay a premium price for a Bell brand. In addition, we believe the program will provide shelf space leverage for
accessories and our other helmet brands. Retailer response has been extremely positive which reinforces our belief that
this will be one of the most successful campaigns Bell has ever undertaken," added Lee.
The combined company will be a leading designer, manufacturer and marketer of bicycle parts and accessories, bicycle
helmets, bicycles and auto racing helmets in the United States, Canada and Europe. Its products are marketed under the
brand names: Bell, Mongoose, Rhode Gear, VistaLite, Blackburn, BSI, Bike Star, SportRack, Pro Class, Advent, Headwinds,
Cycle Products and several license arrangements which include: Fisher Price, Sesame Street and Spalding.
Bell Sports' stock and convertible debentures are traded on the Nasdaq Stock Market under the symbols BSPT and BSPTG,
respectively and American Recreation Company Holdings, Inc, is traded on the Nasdaq Stock Market under the symbol
AMRE.
Contact:
Howard Kosick, Chief Financial Officer - Bell Sports Corp.
(602)951-0033
Sandra Lehman, Investor Relations - Bell Sports Corp.
(602)951-0033, ext. 5
Charles Cimitile, V.P. of Finance - American Recreation Company Holdings, Inc.
(516)864-2000
BHSI Note: In their July 3rd, 1995, issue,
Newsweek's Wall Street Editor, Allan Sloan, took Bell's management to
task for being greedy despite poor performance. He said that although Bell's stock has fallen by two thirds since 1993,
this deal includes a change in stock option pricing lowering the cost of stock options for Bell management from as high
as $42.37 to a more realistic $13.87. That would still be no bargain at mid-1995 prices, but
Newsweek's comment
was "Good heavens. What will they get if the stock goes up?"